Australia & New Zealand Banking Group LTD Sample Contracts

AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Amended and Restated Deposit Agreement Dated as of December 9, 1988 Amended and Restated as of December 6, 1994 Amended and Restated as of March 28, 2003
Deposit Agreement • July 13th, 2007 • Australia & New Zealand Banking Group LTD • Commercial banks, nec • New York

AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of December 9, 1988, amended and restated as of December 6, 1994, as further amended and restated as of March 28, 20032003, as further amended and restated as of _______________, 2007 among AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED (A.C.N. 005 357 522), incorporated under the laws of the State of Victoria, Australia (herein called the Issuer), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and holders from time to time of American Depositary Receipts issued hereunder.

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Amended and Restated Deposit Agreement
Deposit Agreement • April 8th, 2003 • Australia & New Zealand Banking Group LTD • Commercial banks, nec • Victoria

AMENDMENT AND RESTATEMENT, dated as of December 6, 1994, ofAMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of December 9, 1988, amended and restated as of December 6, 1994, as further amended and restated as of ______________, 2003 among AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED (A.C.N. 005 357 522), incorporated under the laws of the State of, Victoria, Australia (herein called the "Issuer"), THE BANK OF NEW YORK, a New York banking corporation (herein called the "Depositary"), and all ownersOwners and holders from time to time of American Depositary Receipts issued hereunder (herein called "Receipts").

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED (A.B.N. 11 005 357 522),
Second Supplemental Indenture • March 10th, 2005 • Australia & New Zealand Banking Group LTD • Commercial banks, nec • Victoria

SECOND SUPPLEMENTAL INDENTURE, dated as of [ ] [ ], [ ], between AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED (A.B.N. 11 005 357 522), a corporation duly incorporated and existing under the laws of the Commonwealth of Australia, as Issuer (herein called the “Company”), having its principal office at 100 Queen Street, Melbourne, Victoria 3000, Australia, and DEUTSCHE BANK TRUST COMPANY AMERICAS (as successor trustee to The Bank of New York), a banking corporation duly organized and existing under the laws of the State of New York, United States of America as Trustee (herein called the “Trustee”).

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED (A.B.N. 11 005 357 522),
Second Supplemental Indenture • March 10th, 2005 • Australia & New Zealand Banking Group LTD • Commercial banks, nec • Victoria

SECOND SUPPLEMENTAL INDENTURE, dated as of [ ] [ ], [ ], between AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED (A.B.N. 11 005 357 522), a corporation duly incorporated and existing under the laws of the Commonwealth of Australia, as Issuer (herein called the “Company”), having its principal office at 100 Queen Street, Melbourne, Victoria 3000, Australia, and J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION (as successor trustee to Bank One, N.A., formerly known as The First National Bank of Chicago), a national association organized and existing under the laws of the United States of America, as Trustee (herein called the “Trustee”).

November 30, 1994
Deposit Agreement • April 8th, 2003 • Australia & New Zealand Banking Group LTD • Commercial banks, nec
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Employment Agreement • December 24th, 2002 • Australia & New Zealand Banking Group LTD • Commercial banks, nec • Victoria

This letter sets out the terms of your employment, and constitutes your employment agreement with ANZ ("employment agreement"). This employment agreement replaces all existing agreements, arrangements, or understandings between you and ANZ. (References to ANZ include any corporation related to ANZ under the Corporations Act 2001.)

Michael Grime 32/100 Queen St. Melbourne Vic 3000 Dear Mike On behalf of Australia and New Zealand Banking Group Limited (“ANZ”), I am pleased to offer you employment with ANZ.
Employment Agreement • December 23rd, 2003 • Australia & New Zealand Banking Group LTD • Commercial banks, nec • Victoria

This offer is conditional upon you obtaining permanent residence status in Australia and lawfully terminating your current employment with Standard Chartered Bank.

RETIREMENT AGREEMENT DATED 8th February 2002. BETWEEN
Retirement Agreement • December 24th, 2002 • Australia & New Zealand Banking Group LTD • Commercial banks, nec

Australia and New Zealand Banking Group Limited A.C.N.005 357 522 (hereinafter called "ANZ") of Level 6, 100 Queen Street, Melbourne in the State of Victoria

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